EXECUTION COPY
 INVESTMENT NUMBER 29759
 GTLP Loan Agreement
 between
 BANCO DE GALICIA Y BUENOS AIRES S.A.
 and
 INTERNATIONAL FINANCE CORPORATION
 Dated September 8, 2010




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TABLE OF CONTENTS
 Article/Section
    
    Item
    
    Page No.ARTICLE I
    
    
    
    
    6Definitions and Interpretation
    
    
    6Section 1.01.
    
    General Definitions
    
    
    6Section 1.02.
    
    Financial Calculations
    
    
    18Section 1.03.
    
    Interpretation
    
    
    18Section 1.04.
    
    Business Day Adjustment
    
    
    19ARTICLE II
    
    
    
    
    19The GTLP Facility
    
    
    19Section 2.01.
    
    Amount and Purpose
    
    
    19Section 2.02.
    
    Disbursement Procedure
    
    
    19Section 2.03.
    
    Interest
    
    
    20Section 2.04.
    
    Default Rate Interest
    
    
    22Section 2.05.
    
    Repayment
    
    
    23Section 2.06.
    
    Prepayment
    
    
    23Section 2.07.
    
    Fees
    
    
    24Section 2.08.
    
    Currency and Place of Payment
    
    
    24Section 2.09.
    
    Allocation of Partial Payments
    
    
    25Section 2.10.
    
    Increased Costs
    
    
    25Section 2.11.
    
    Unwinding Costs
    
    
    25Section 2.12.
    
    Taxes
    
    
    25Section 2.13.
    
    Illegality of Participation
    
    
    25Section 2.14.
    
    Expenses
    
    
    26ARTICLE III
    
    
    
    
    26Representations and Warranties
    
    
    26Section 3.01.
    
    Representations and Warranties
    
    
    26Section 3.02.
    
    IFC Reliance
    
    
    28ARTICLE IV
    
    
    
    
    28Conditions of Disbursement
    
    
    28Section 4.01.
    
    Conditions of First Disbursement
    
    
    28Section 4.02.
    
    Conditions of All Disbursements
    
    
    29Section 4.03.
    
    Conditions for IFC Benefit
    
    
    31
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Article/Section
    
    Item
    
    Page No.ARTICLE V
    
    
    
    
    31Particular Covenants
    
    
    31Section 5.01.
    
    Affirmative Covenants
    
    
    31Section 5.02.
    
    Negative Covenants
    
    
    34Section 5.03.
    
    Financial Covenants
    
    
    35Section 5.04.
    
    Reporting Requirements
    
    
    36Section 5.05.
    
    Insurance
    
    
    38Section 5.06.
    
    General Requirements Relating to Sub-loans
    
    
    39ARTICLE VI
    
    
    
    
    40Events of Default
    
    
    40Section 6.01.
    
    Acceleration after Default
    
    
    40Section 6.02.
    
    Events of Default
    
    
    40Section 6.03.
    
    Bankruptcy
    
    
    42ARTICLE VII
    
    
    
    
    42Miscellaneous
    
    
    42Section 7.01.
    
    Saving of Rights
    
    
    42Section 7.02.
    
    Notices
    
    
    42Section 7.03.
    
    English Language
    
    
    43Section 7.04.
    
    Applicable Law and Jurisdiction
    
    
    43Section 7.05.
    
    Disclosure of Information
    
    
    45Section 7.06.
    
    Successors and Assignees
    
    
    45Section 7.07.
    
    Amendments, Waivers and Consents
    
    
    45Section 7.08.
    
    Counterparts
    
    
    45
  -iii-




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Article/Section
    
    Item
    
    Page No.ANNEX A
    
    
    
    
    47INSURANCE REQUIREMENTS
    
    
    47ANNEX B
    
    
    
    
    48EXCLUSION LIST
    
    
    48ANNEX C
    
    
    
    
    49SANCTIONABLE PRACTICES
    
    
    49ANNEX D
    
    
    
    
    52IFC TRANCHE ELIGIBLE SUB-LOANS CRITERIA
    
    
    52ANNEX E
    
    
    
    
    53ESCASANY, AYERZA AND BRAUN FAMILY MEMBERS
    
    
    53SCHEDULE 1
    
    
    
    
    54FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY
    
    
    54SCHEDULE 2
    
    
    
    
    56FORM OF REQUEST FOR DISBURSEMENT (LOAN)
    
    
    56SCHEDULE 3
    
    
    
    
    58FORM OF LOAN DISBURSEMENT RECEIPT
    
    
    58SCHEDULE 4
    
    
    
    
    59FORM OF SERVICE OF PROCESS LETTER
    
    
    59SCHEDULE 5
    
    
    
    
    60FORM OF PROMISSORY NOTE
    
    
    60SCHEDULE 6
    
    
    
    
    61FORM OF LETTER TO BORROWERS AUDITORS
    
    
    61SCHEDULE 7
    
    
    
    
    62FORM OF INVESTMENT REPORT
    
    
    62
  -iv-




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Article/Section
    
    Item
    
    Page No.SCHEDULE 8
    
    
    
    
    63FORM OF ELIGIBLE SUB-LOANS STATUS REPORT.
    
    
    63SCHEDULE 9
    
    
    
    
    64INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS
    
    
    64SCHEDULE 10
    
    
    
    
    65FORM OF PORTFOLIO REPORT
    
    
    65SCHEDULE 11
    
    
    
    
    67FORM OF S&E PERFORMANCE REPORT
    
    
    67SCHEDULE 12
    
    
    
    
    72SEMS PLAN
    
    
    
    
    72
  -v-




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LOAN AGREEMENT
  ARTICLE I
Definitions and Interpretation
 Definitions
 Accounting Standards
 Adjusted Interest Rate Gap
 Time Period
    
    Weighting Factor0 to and including 180 days
    
    
    1.0
    %Greater than 180 days to and including 365 days
    
    
    3.5
    %Greater than 1 year to and including 3 years
    
    
    8.0
    %Greater than 3 years to and including 5 years
    
    
    13.0
    %Greater than 5 years to and including 10 years
    
    
    18.0
    %Greater than 10 years
    
    
    20.0
    %
 Affiliate control controlling controlled
  - 6 -




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Aggregate Foreign Exchange Open Position
 Aggregate Foreign Exchange Risk Ratio
 Aggregate Interest Rate Risk Ratio
 Aggregate Large Exposures Ratio
 Aggregate Negative Maturity Gap Ratio
 Amended and Restated IFC Long-Term Loan Agreement
 Amended and Restated IFC Subordinated Loan Agreement
 AML/CFT Officer
 Applicable S&E Law
 Argentine Central Bank
 Auditors Affirmative Covenants
 Authority
 Authorization
  - 7 -




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Authorized Representative
 Banking Regulations
 Business Day Interest
 CAO
 Capital Stock
 Category A Activity
 Category A Client Affirmative Covenants
 Certificate of Incumbency and Authority
 Change of Control
  - 8 -




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Charter
 Coercive Practice
 Collection Account Cuenta de Cobro
 Collusive Practice
 Consolidated Consolidated Basis Financial Calculations
 Control veedor
 Corrupt Practice
 Country
 Currency Maturity Gap
 Directly Export Oriented SME
 Disbursement
 Dollars $
 Economic Group
 Economic Group Exposure Ratio
  - 9 -




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Eligible Sub-borrower
 Eligible Sub-loan hipoteca prenda con registro
 Eligible Sub-loan Documents pagarés
 Eligible Sub-loan Program
 Eligible Sub-loans Status Report
 Equity to Assets Ratio
 Escasany, Ayerza and Braun Family Members Registro Público de Comercio Libro VIII Tomo
de Sociedades por Acciones, Número Correlativo IGJ
  - 10 -




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Event of Default Events of Default
 Exclusion List
 Exposure
 Facility Currency
 Financial Year
 Fixed Assets Plus Equity Investments Ratio
 Foreign Currency
 Foreign Currency Maturity Gap Ratio
 Foreign Exchange Open Position
 Fraudulent Practice
 Grupo Galicia
 GTLP Facility Amount and Purpose
 IFC Exposure
  - 11 -




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IFC Tranche Amount and Purpose
 IFC Tranche Eligible Sub-loans Amount and Purpose
 IFC Tranche Interest Rate Interest
 Increased Costs
 (i)
    
    any change in any applicable law or regulation or directive
(whether or not having force of law) or in its interpretation or application by
any Authority charged with its administration; or
 (ii)
    
    compliance with any request from, or requirement of, any
central bank or other monetary or other Authority;
  Increased Costs Certificate
 Indirectly Export Oriented SME
  - 12 -




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Interest Determination Date Interest
 Interest Payment Date
 Interest Period
 Interest Rate
 Interest Rate Gap
 Interest Rate Risk Ratio
 Investment Report
 Large Exposure
 Liability Liabilities
 LIBOR Interest
 Lien
 Linked Party
  - 13 -




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Long-term Debt
 Market Disruption Event
 Material Adverse Effect
 Net Fixed Assets
 Note Disbursement Procedure
 Obstructive Practice
 Open Credit Exposures Ratio
 Parallel Tranche Amount and
Purpose
 Parallel Tranche Eligible Sub-loans Amount and Purpose
 Parallel Tranche Interest Rate Interest
 Participant
 Participation
  - 14 -




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Performance Standards
 Person
 Pesos AR$
 Potential Event of Default
 Problem Exposures
 Qualifying Off-Balance Sheet Hedges
 Related Party
 Related Party Exposure Ratio
 Relevant Financing Operations
 Relevant Spread
 Relevant Spread for the IFC Tranche
 Relevant Spread for the Parallel Tranche
 Restructured IFC Loan Agreements
  - 15 -




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Restructured IFC Loans
 Risk Weighted Assets
 Risk Weighted Capital Adequacy Ratio
 Sanctionable Practice
 Security
 Security Documents prenda de créditos prenda de créditos
 Security-to-Loan Ratio plus
 SEMS Officer Conditions of First Disbursement
 SEMS Plan
  - 16 -




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Significant Subsidiary
 SME
 S&E Management System
 S&E Performance Report
 S&E Requirements
 Shareholders Equity
 Shell Bank
 Single Currency Foreign Exchange Risk Ratio
 Subsidiary
 Taxes
 Time Period
 Total Assets
 Total Capital Responsabilidad Patrimonial Computable
  - 17 -




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Tranche
 Transaction Documents
 Voting Stock
 World Bank
 Financial Calculations Reporting Requirements
   Interpretation
       - 18 -




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Business Day Adjustment
  ARTICLE II
 The GTLP Facility
 Amount and Purpose
  Disbursement Procedure
  - 19 -




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pagaré
  Events of Default
  Interest
  Interest Default Rate
Interest
   - 20 -




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(i)
    
    the Relevant Spread for the IFC Tranche; and(ii)
    
    LIBOR on the Interest Determination Date for that Interest
Period for six (6) months (or, in the case of the first Interest Period for any
Disbursement, for 1 month, 2 months, 3 months or 6 months, whichever period is
closest to the duration of the relevant Interest Period (or, if two periods are
equally close, the longer one)) rounded upward to the nearest three decimal
places.
  (i)
    
    the Relevant Spread for the Parallel Tranche; and(ii)
    
    LIBOR on the Interest Determination Date for that Interest
Period for six (6) months (or, in the case of the first Interest Period for any
Disbursement, for 1 month, 2 months, 3 months or 6 months, whichever period is
closest to the duration of the relevant Interest Period (or, if two periods are
equally close, the longer one)) rounded upward to the nearest three decimal
places.
  (i)
    
    on the second Business Day before the beginning of the relevant
Interest Period by calculating the arithmetic mean (rounded upward to the
nearest three decimal places) of the offered rates advised to IFC on or around
11:00 a.m., London time, for deposits in the Facility Currency and otherwise in
accordance with Sections 2.03 (d) (ii) or (e) (ii), by any 4 major banks active
in the Facility Currency in the London interbank market, selected by IFC;
provided that if less than four quotations are received, IFC may rely on the
quotations so received if not less than 2; or
 (ii)
    
    if less than 2 quotations are received from the banks in London
in accordance with subsection (i) above, on the first day of the relevant
Interest Period, by calculating the arithmetic mean (rounded upward to the
nearest three decimal places) of the offered rates advised to IFC on or around
11:00 a.m., New York time, for loans in the Facility Currency and otherwise in
accordance with Sections 2.03 (d) (ii) or (e) (ii), by a major bank or banks in
New York, New York selected by IFC.
  - 21 -




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(i)
    
    the Relevant Spread; and(ii)
    
    either (A) the rate which expresses as a
percentage rate per annum the cost to IFC (or the relevant Participant,
as notified to IFC as soon as practicable and in any event not later
than the close of business on the first day of the relevant Interest
Period) of funding the GTLP Facility or its Participation (as
applicable) from whatever source it may reasonably select or (B) at the
option of IFC (or any such Participant, as applicable), LIBOR for the
relevant period as determined in accordance with Sections 2.03(d)(ii)
or (e)(ii) above;
  (ii)
    
    Any alternative basis agreed pursuant to sub-paragraph (i)
above shall take effect in accordance with its terms and be binding on each
party hereto.(iii)
    
    If agreement cannot be reached, the Borrower may prepay the
relevant portion of the GTLP Facility in accordance with Section 2.06 (a) but
without any prepayment premium.
   Default Rate Interest Fees
   - 22 -




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Repayment Business Day Adjustment
 Interest Payment Date
    
    Principal Amount DueDecember 15, 2011
    
    $
    2,500,000.00June 15, 2012
    
    $
    2,500,000.00December 15, 2012
    
    $
    2,500,000.00June 15, 2013
    
    $
    2,500,000.00December 15, 2013
    
    $
    2,500,000.00June 15, 2014
    
    $
    2,500,000.00December 15, 2014
    
    $
    2,500,000.00June 15, 2015
    
    $
    2,500,000.00
 Business Day Adjustment
 Interest Payment Date
    
    Principal Amount DueDecember 15, 2010
    
    $
    3,333,333.33June 15, 2011
    
    $
    3,333,333.33December 15, 2011
    
    $
    3,333,333.33June 15, 2012
    
    $
    3,333,333.33December 15, 2012
    
    $
    3,333,333.33June 15, 2013
    
    $
    3,333,333.35
 pro rata
  Prepayment Increased Costs Unwinding Costs
  - 23 -




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Fees 1 2 pro rated
  Currency and Place of Payment
   Taxes Expenses
  - 24 -




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Allocation of Partial Payments
 Increased Costs
 Unwinding Costs Disbursement Procedure
  Taxes
  Illegality of Participation.
   - 25 -




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Unwinding Costs
  Expenses
   ARTICLE III
 Representations and Warranties
 Representations and Warranties
 Organization and Authority
 Validity
  - 26 -




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No Conflict Conditions of Disbursement)
 Status of Authorizations
 No Amendments to Charter.
 No Immunity
 Financial Condition
 Financial Statements
 Compliance with Law
 Environmental Matters
 Litigation
  - 27 -




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Title to Assets and Liens Negative Covenants
 Taxes
 Sanctionable Practices
 UN Security Council Resolutions
 No Material Omissions
 IFC Reliance (Representations and Warranties)
 ARTICLE IV
 Conditions of Disbursement
 Conditions of First Disbursement
 Charter
 Execution of Documents
  - 28 -




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Authorizations
 Auditors Certification Affirmative Covenants
 Legal Opinions
 Insurance Insurance
 Fees Fees
 Certificate of Incumbency; Authorization of Auditors Affirmative Covenants
 Appointment of Agent Applicable Law and Jurisdiction
 Environmental Matters
 Conditions of All Disbursements
 No Default
 Use of Proceeds
  - 29 -




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No Material Adverse Effect
 Representations and Warranties Representations and
Warranties
 No Violations
 Financial Ratios Reporting Requirements Financial Covenants Reporting Requirements
 Borrowers Certifications Disbursement Procedure
 Other Evidence
 Security
 Investment Report
 Legal Opinions
  - 30 -




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Conditions for IFC Benefit
 ARTICLE V
 Particular Covenants
 Affirmative Covenants
 Corporate Existence; Conduct of Business; Compliance with Laws; Taxes
 Accounting and Financial Management
 Auditors
 Access
 Authorizations
 Affiliated Transactions
 Shell Banks
  - 31 -




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Money Laundering; Financing of Terrorist Activity
 UN Security Council Resolutions
 SEMS Plan
 S&E Management System
 Category A Activities
 Category A Clients
 Amendment of the S&E Management System
 S&E Requirements
  - 32 -




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S&E Information
 Security
 On-Lending
 Prepayment of Eligible Sub-loans Prepayment
 Restructured IFC Loan Agreements
  - 33 -




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Negative Covenants
 Dividends
 Liabilities
 Permitted Liens
 Arms Length Transactions
 Profit Sharing Arrangements
 Subsidiaries
 Fundamental Changes
 Merger, Consolidation or Reorganization
 Prepayment of Long-term Debt
 Use of Proceeds
  - 34 -




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Amendment of the S&E Management System
 Exclusion List
 Sanctionable Practices
 Shell Banks
 Restructured IFC Loan Agreements
 Change of Control
 Financial Covenants
 (a)
    
    a Risk Weighted Capital Adequacy Ratio of not less than 11%;(b)
    
    an Equity to Assets Ratio of not less than 5%;(c)
    
    an Economic Group Exposure Ratio of not more than 15%; provided that the
Economic Group Exposure Ratio shall not exceed 25% in case of preferred guarantees but
excluding in this calculation amounts held in correspondent accounts in investment
grade banks (rated A+ or higher) and any amount held to repay any installment of the
Borrowers external debt;(d)
    
    an Aggregate Large Exposures Ratio of not more than 400%;(e)
    
    a Related Party Exposure Ratio of not more than 20%;
  - 35 -




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(f)
    
    an Open Credit Exposures Ratio of not more than 25%;(g)
    
    a Fixed Assets Plus Equity Investments Ratio of not more than, (i) as from the
date of the signing hereof and until the date of the second anniversary of this
Agreement, 75%, but (ii) as from the date of the second anniversary of this Agreement,
50%;(h)
    
    an Aggregate Foreign Exchange Risk Ratio of not more than 25%; provided that,
on an exceptional basis, IFC hereby grants the Borrower the option to hold such
Aggregate Foreign Exchange Risk Ratio of not more than 25% for all foreign currency
positions, whether long or short, excluding, if any, the Dollar long position, but if
and when the Dollar long position is included, in no event the Aggregate Foreign
Exchange Risk Ratio shall exceed an equivalent to 40% of the Total Capital;(i)
    
    a Single Currency Foreign Exchange Risk Ratio of not more than 10%; provided
that, on an exceptional basis, IFC hereby grants the Borrower the option to hold such
Single Currency Foreign Exchange Risk Ratio of not more than 10% for each foreign
currency position, whether long or short, excluding (a) any Dollar long position, which
in no event shall exceed an equivalent to 40% of the Total Capital; and (b) any Dollar
short position, which in no event shall exceed an equivalent to 15% of the Total
Capital;(j)
    
    an Interest Rate Risk Ratio of not less than -10% and not more than 10%;(k)
    
    an Aggregate Interest Rate Risk Ratio of not less than -20% and not more than
20%;(l)
    
    a Foreign Currency Maturity Gap Ratio of not less than (i.e. more negative
than) -150%; and(m)
    
    an Aggregate Negative Maturity Gap Ratio of not less than (i.e. more negative
than) -300%.
 Reporting Requirements
 Quarterly Financial Statements and Reports Negative Covenants Financial Covenants
  - 36 -




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Annual Financial Statements and Reports. inter alia Negative Covenants Financial Covenants General Requirements Relating to Sub-loans
 Management Letters
 S&E Performance Report
 Notice of Accidents, Etc
 Shareholder Matters
 Litigation, Etc
  - 37 -




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Default
 Regulatory Reviews
 Eligible Sub-borrower Communications General Requirements Relating to Sub-loans)
 AML/CFT Reporting Requirements.
 Eligible Sub-loans Status Report
 Other Information.
 Insurance
 Insurance Requirements and Borrowers Undertakings
  - 38 -




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Policy Provisions
 Reporting Requirements
 General Requirements Relating to Sub-loans
 Sub-loan Forms
 Sub-loan Terms and Conditions Insurance
  - 39 -




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Reporting Requirements
 Eligible Sub-loans Administration
 ARTICLE VI
 Events of Default
 Acceleration after Default Prepayment
 Events of Default
 Failure to Pay Principal or Interest
 Failure to Comply with Obligations
 Misrepresentation
  - 40 -




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Expropriation; Nationalization, Etc
 Bankruptcy Proceedings
 Cross-Default
 Failure to Maintain Authorizations
 Revocation, Etc
 Change of Control
  - 41 -




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Bankruptcy
 ARTICLE VII
 Miscellaneous
 Saving of Rights
  Notices Reporting
Requirements Applicable Law and Jurisdiction
  
 
  
 
    - 42 -




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English Language
 Applicable Law and Jurisdiction
   th
  Notices
  - 43 -




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(i)
    
    any objection which it may have now or in the future to the
laying of the venue of any action, suit or proceeding in any court referred to
in this Section;(ii)
    
    any claim that any such action, suit or proceeding has been
brought in an inconvenient forum;(iii)
    
    its right of removal of any matter commenced by IFC in the
courts of the State of New York to any court of the United States of
America;and(iv)
    
    any and all rights to demand a trial by jury in any such
action, suit or proceeding brought against such party by IFC.
     - 44 -




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Disclosure of Information
 Successors and Assignees
 Amendments, Waivers and Consents
 Counterparts
 signature page follows
  - 45 -




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BANCO DE GALICIA Y BUENOS AIRES S.A.By:Name:Title:By:Name:Title:INTERNATIONAL FINANCE CORPORATIONBy:Name:Title:and acting also as Executing Entity for Trust Fund Nbr. TF071560By:Name:Title:
  - 46 -




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ANNEX A
 INSURANCE REQUIREMENTS
  General Provisions
  a)
    
    Fire and perils, or All Risks on assets;b)
    
    General Liability;c)
    
    Financial Institution Bond (Bankers Blanket Bond) including Computer Crime
and Electronic Fraud; andd)
    
    All insurances required by local legislation.
 Special Provisions
 a)
    
    Establish insurance requirements, and implement and maintain procedures to monitor
such requirements with respect to Sub-loans; andb)
    
    Deliver to IFC a description of the insurance requirements and the procedures instituted
by the Borrower to monitor insurances on all Sub-loans.
  - 47 -




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ANNEX B
 EXCLUSION LIST
  
    
    Production or trade in any product or activity deemed illegal under host country
laws or regulations or international conventions and agreements, or subject to
international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting
substances, PCBs, wildlife or products regulated under CITES.
    
    Production or trade in weapons and munitions1.
    
    Production or trade in alcoholic beverages (excluding beer and wine)1
    
    Production or trade in tobacco 1.
    
    Gambling, casinos and equivalent enterprises 1.
    
    Production or trade in radioactive materials. This does not apply to the purchase of
medical equipment, quality control (measurement) equipment and any equipment where IFC
considers the radioactive source to be trivial and/or adequately shielded.
    
    Production or trade in unbonded asbestos fibers. This does not apply to purchase and
use of bonded asbestos cement sheeting where the asbestos content is less than 20%.
    
    Drift net fishing in the marine environment using nets in excess of 2.5 km. in
length.
    
    Production or activities involving harmful or exploitative forms of forced
labor2/harmful child labor3.
    
    Commercial logging operations for use in primary tropical moist forest.
    
    Production or trade in wood or other forestry products other than from sustainably
managed forests.
 
 1
    
    This does not apply to project sponsors who are not
substantially involved in these activities. Not substantially involved
means that the activity concerned is ancillary to a project sponsors
primary operations.2
    
    Forced labor means all work or service, not voluntarily
performed, that is extracted from an individual under threat of force or
penalty.3
    
    Harmful child labor means the employment of children
that is economically exploitive, or is likely to be hazardous to, or to
interfere with, the childs education, or to be harmful to the childs health,
or physical, mental, spiritual, moral, or social development.  - 48 -




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ANNEX C
 SANCTIONABLE PRACTICES
    Corrupt Practices
  Interpretation
      - 49 -




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ANNEX C
  Fraudulent Practices
  Interpretation
   Coercive Practices
  Interpretation
    - 50 -




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ANNEX C
 Collusive Practices
  Interpretation
  Obstructive Practices
  Interpretation
  General Interpretation
   - 51 -




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ANNEX D
 IFC TRANCHE ELIGIBLE SUB-LOANS CRITERIA
  Energy Efficiency:
 Cleaner Production:
 Renewable Energy:
   - 52 -




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ANNEX E
 ESCASANY, AYERZA AND BRAUN FAMILY MEMBERS
 Shareholder
    
    Date of BirthEduardo José Escasany
    
    June 30, 1950Abel Ayerza
    
    May 27, 1939Federico Braun
    
    February 4, 1948María Ofelia Escasany
    
    September 14, 1948Marta Braun
    
    January 30, 1937Santiago Braun
    
    September 16, 1942Mónica Estela Zartmann
    
    December 12, 1943María Braun
    
    September 17, 1946Miguel Braun
    
    November 30, 1973Susana Braun de Santillan
    
    September 22, 1944Inés Braun Ledesma
    
    December 5, 1976Pablo Braun Ledesma
    
    January 8, 1976Oscar Braun Malenchini
    
    December 28, 1961Sonia Braun Malenchini
    
    November 4, 1963Mercedes Guerrero de Authier
    
    August 31, 1961Isabel Guerrero de Romero
    
    December 19, 1962Francisca Guerrero de Aduriz
    
    April 29, 1965Adela María Ayerza de Gutiérrez
    
    October 19, 1936Josefina María Ayerza
    
    June 24, 1933María Teresa Ayerza
    
    February 2, 1935Silvestre Vila Moret
    
    April 26, 1971Fundación Banco de Galicia y Buenos Aires S.A.
    
    N/A
  - 53 -




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##### 



SCHEDULE 1
  FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY
    
   Certificate of Incumbency and Authority
    *Name
    
    Office
    
    Specimen Signature
 
 *
    
    As many, or as few, names may be included as the
Borrower shall desire.  - 54 -




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##### 



SCHEDULE 1
   Yours truly,
BANCO DE GALICIA Y BUENOS AIRES S.A.By:Name:Title:
    [Chairman/Director]  - 55 -




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##### 



SCHEDULE 2
  FORM OF REQUEST FOR DISBURSEMENT (LOAN)
    
   Request for Loan Disbursement No. [______] *
  name of Borrower name of
correspondent Bank  name and address of Bank  name and address of Bank city and country
    
 *
    
    Each to be numbered in series.  - 56 -




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##### 



SCHEDULE 2
   Representations and Warranties Representations and Warranties
  Reporting Requirements Financial Covenants
  Yours faithfully,
BANCO DE GALICIA Y BUENOS AIRES S.A.By:Name:Title:
    [Authorized Representative]** Copy to:
    
    Director, Department of Financial Operations
International Finance Corporation
 
 **
    
    As named in the Borrowers Certificate of Incumbency and Authority (see Schedule 1).  - 57 -




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##### 



SCHEDULE 3
  FORM OF LOAN DISBURSEMENT RECEIPT
   
   Disbursement Receipt No. [_____] *
 **
 Yours truly,
BANCO DE GALICIA Y BUENOS AIRES S.A.By:Name:Title:
    [Authorized Representative]*** 
 *
    
    To correspond with number of the Disbursement
request. See Schedule 2.**
    
    Please note that in some jurisdictions one
has to be able to prove amounts disbursed.***
    
    As named in the Borrowers Certificate of
Incumbency and Authority (see Schedule 1).  - 58 -




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##### 



SCHEDULE 4
  FORM OF SERVICE OF PROCESS LETTER
    
 [Argentina]: [Borrower]
   th
 
  Very truly yours,
CT CORPORATION SYSTEMBy:Name:Title:   - 59 -




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##### 



SCHEDULE 5
  FORM OF PROMISSORY NOTE
   
   
  
  
      Por:Nombre:Cargo: 
 [NOTARY PUBLIC CERTIFICATION SIGNATURES & SIGNATORIES CAPACITY]
  - 60 -




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##### 



SCHEDULE 6
  FORM OF LETTER TO BORROWERS AUDITORS
    
 Argentina: Banco de Galicia y Buenos Aires S.A.
    Yours truly,
BANCO DE GALICIA Y BUENOS AIRES S.A.By:Name:Title:
    [Authorized Representative]*  cc:
    
    Director, Global Financial Markets Department
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
 
 *
    
    As named in the Borrowers Certificate of Incumbency and Authority (see Schedule 1).  - 61 -




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##### 



SCHEDULE 7
   EligibleSub-Company
    
    
    Loan
    
    
    Interest
    
    
    
    
    
    
    
    
    
    
    BCRA
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Description of UseName
    
    
    Amount
    
    
    Rate*
    
    
    Maturity
    
    
    Industry
    
    
    Ratings
    
    
    Assets**
    
    
    Sales**
    
    
    Collateral***
    
    
    of ProceedsSub-borrower 1Sub-borrower 2Sub-borrower 3Sub-borrower 4
 *
    
    Specify if Floating or Fixed.**
    
    USD equivalent as of latest date available (within 3 months prior to disbursement request date).***
    
    Detailed description of the collateral, including latest valuation, latest valuation date, and
valuation method used.  - 62 -




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##### 



SCHEDULE 8
   Outstanding
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OutstandingInitial
    
    
    Principal
    
    
    Scheduled
    
    
    Scheduled
    
    
    
    
    
    
    PrincipalEligible Sub-
    
    
    Amount prior to
    
    
    Principal
    
    
    Principal
    
    
    Principal
    
    
    Amount as of
    
    
    Interest
    
    
    Interest
    
    
    Interest
    
    
    
    
    
    
    
    
    
    
    BCRA
    
    
    
    
    
    
    
    
    
    
    Description ofloan Amount
    
    
    Payment Date
    
    
    Due
    
    
    Paid
    
    
    Prepayment
    
    
    Payment Date
    
    
    Due
    
    
    Paid
    
    
    Rate*
    
    
    Maturity
    
    
    Industry
    
    
    Rating
    
    
    Assets**
    
    
    Sales**
    
    
    Use of Proceeds
    
    
    Collateral ***Sub-borrower/borrower of pledged loan 1Sub-borrower/borrower of pledged loan 2Sub-borrower/borrower of pledged loan 3Sub-borrower/borrower of pledged loan 4
 *
    
    Specify if fixed or floating**
    
    USD equivalent as of latest date available (within 3 months prior to disbursement request date)***
    
    Detailed description of the collateral, including latest valuation, latest valuation date, and
valuation method used.  - 63 -




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##### 



SCHEDULE 9
  INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS
  The content of this Schedule should be reviewed with the Investment Officer to determine any
revisions appropriate for a particular transaction
 (1)
    
    Sponsors and Shareholdings. Information on significant changes in share ownership of
Borrower, the reasons for such changes, and the identity of major new shareholders.
 (2)
    
    Country Conditions and Government Policy. Report on any material changes in local
conditions, including government policy changes, that directly affect the Borrower (e.g.
changes in government economic strategy, taxation, foreign exchange availability, price
controls, and other areas of regulations.)
 (3)
    
    Management and Technology. Information on significant changes in (i) the Borrowers
senior management or organizational structure, and (ii) technology used by the Borrower,
including technical assistance arrangements.
 (4)
    
    Corporate Strategy. Description of any changes to the Borrowers corporate or
operational strategy, including changes in products, degree of integration, and business
emphasis.
 (5)
    
    Markets. Brief analysis of changes in Borrowers market conditions (both domestic and
export), with emphasis on changes in market share and degree of competition.
 (6)
    
    Operating Performance. Discussion of major factors affecting the years financial
results (sales by value and volume, operating and financial costs, profit margins, capacity
utilization, capital expenditure, etc.).
 (7)
    
    Financial Condition. Key financial ratios for previous year, compared with ratios
covenanted in the Loan Agreement.
 (8)
    
    AML/CFT. At least one of the following: (i) a report by the AML/CFT Officer on the
implementation of, and compliance with, the Borrowers AML/CFT policies, procedures and
controls;(ii) an internal or external auditors assessment on the adequacy of the
Borrowers policies, procedures and controls for AML/CFT; or (iii) a report by the AML/CFT
regulator of the Borrower concerning the Borrowers compliance with local AML/CFT laws and
regulations;
  - 64 -




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##### 



SCHEDULE 10
  FORM OF PORTFOLIO REPORT
  Bank Name:
Date of Financial Year Ending (dd/mm/yy)
Exchange Rate (Local Currency/US$)
 Portfolio >90 daysPortfolio
    
    
    overdue
    
    
    Annual DisbursementsOutstanding
    
    
    
    
    
    
    Outstanding
    
    
    
    
    
    
    Total DisbursedLoan Type
    
    Number
    
    
    Balance (US$)
    
    
    Number
    
    
    Balance (US$)
    
    
    Number
    
    
    FY ____ (US$)ConsumerHousing LoansOther ConsumerCommercial Loans
(MSME & Corporate)<US$1,000<US$5,000<US$10,000<US$100,000<US$1 million<US$2 million>US$2 millionTotal Portfolio
 Comments:
  - 65 -




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##### 



SCHEDULE 10
  Guidelines for Completing this Table
 
    
    Provide data as of the final day of the financial institutions financial year unless
otherwise specified.
 
    
    Provide data in Dollars, using the exchange rate (Pesos/ $) at the end of the financial
institutions financial year if applicable.
 
    
    It is important that the table be filled in exactly as it is presented above, using the
pre-established loan size categories as IFC will be aggregating data across clients and
requires this for comparability.
 
    
    Loans should be put into loan type categories based on the size of the loan at origination.
 
    
    For overdue loans please report total loan amounts outstanding for which payments have not
been made (and not just the overdue portion).
 
    
    Do not include penalties and fees in the outstanding balances.
 
    
    Loans to individuals for business purposes should be included in commercial loans, not
consumer loans.
 
    
    Disbursements should include all loans disbursed over the course of the year. Where loans
are disbursed in tranches over two financial year periods, please include the full
disbursement amount in the year of the first disbursement.
 
    
    Please provide comments on any unusual aspects of the date in this table, or aberrations
from these guidelines.
  - 66 -




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##### 



SCHEDULE 11
  FORM OF S&E PERFORMANCE REPORT
  Please provide responses to the questions below. Please include additional sheets or attachments as
required to provide details on questions that have been answered Yes.
 Name of OrganizationCompleted by (name):Position in organisation:
    
    
    
    Date:Reporting period
    
    From:
    
    
    
    To:
 Report Covering Period:
 From:
    
    To:
 where
applicable
 (a)
 Total exposureoutstanding for most
    
    Average loan orrecent FY year end
    
    transaction sizeProduct line
    
    Description
    
    (in US$)
    
    (in US$)Retail banking/Consumer loans
    
    Loans or other financial products for individuals (includes retail housing finance and vehicle leasing)Long term:Transactions with tenor greater
than 12 monthsSME
    
    Any lending, leasing or other financial assistance to any corporate or legal entity other than an
individual, with individual transactions less than US $1 millionProject finance/Large Corporate finance
    
    Any lending, leasing or other financial assistance to any corporate or legal entity other than an
individual, with individual transactions larger than US $1 millionTrade financeShort term (ST):Transaction with tenor less than 12 monthsST Corporate financeST Trade financeOtherMicrofinanceOther (if applicable)
    
    Please describe
   - 67 -




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##### 



Outstandingexposure (in
    
    
    % of corporateS. No
    
    
    Industrial Sector
    
    US$)
    
    
    portfolioAnimal ProductionApparelChemicalsCollective Investment VehiclesCommon CarriersConstruction and Real EstateConsumer GoodsCrop ProductionElectrical Equipment, Appliances and ComponentsFabric MillsFabricated Metal Product ManufacturingFinance & InsuranceFinishing (Dyeing, Printing, Finishing, etc.)FishingFood & BeveragesForestryFurniture and Related ProductsIntegrated Textile Operation (Spinning, Weaving/Knitting,
but no Garment )Internet ProjectsLeather and Allied ProductsMachinery and Other IndustrialNonmetallic Mineral Product ManufacturingOil, Gas and MiningPlastics & RubberPrimary MetalsPrinting & PublishingPulp & PaperSpinning (Yarn, Including Integrated with Fiber Production)TelecommunicationsTextiles  OthersTransport ServiceTransportation EquipmentUtilitiesWarehousing & StorageWholesale and Retail Trade covering any of the following.
Gasoline stations, dry cleaners, printing, large auto and
truck fleets, photographic film processing and any
operations involving the use of any chemical of biological
wastes or materialsWood ProductsTotal
  - 68 -




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##### 




    
    Longer than twelve (12) months tenor
 
    
    Larger than US $1 million outstanding exposure
 Type of loan
    
    
    
    
    
    
    Value of
    
    
    
    
    
    
    Any environmental and socialCompany/
    
    (large corporate/
    
    
    Tenor of loan
    
    
    exposure
    
    
    Industry
    
    
    risks and measures taken toProject name
    
    SME/trade finance)
    
    
    (months)
    
    
    (US$ mn)
    
    
    Sector4
    
    
    mitigate the risks
 
 4
    
    Please use any standard classification or the sectors listed in the earlier table  - 69 -




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##### 



Section 1.2 Social & Environmental Management System (SEMS)
 Policies & Processes
    
    Yes/NoHas your organization developed
and implemented an SEMS?
    
    
    
    If yes, please attach a copy of the SEMS to this report.If there is an SEMS already in
place, have there been any updates
to the SEMS or policy and
procedures adopted by your
organization during the reporting
period?
    
    
    
    If yes, please provide a copy of the updates including
dates and reasons for the same.Has senior management signed off
on the updated policy/procedure?
    
    
    
    If yes, please provide the date and internal
communication indicating the same.Please give details of any
transactions rejected on
environmental, health, safety or
social grounds.Please state any difficulties
and/or constraints related to the
implementation of the social and
environmental procedures.Please describe how you ensure
that your clients and their
projects are operated in
compliance with the National laws
and regulations and the
Performance Standards.Please provide two sample internal
S&E review reports conducted for
projects considered last year.
(Only applicable if the
Performance Standards is an S&E
Requirement)Please give details of any
material social and environmental
issues associated with borrowers
during the reporting period in
particular.Capacity
    
    Yes/NoPlease provide the name and
contact information of the
Environmental Officer or
Coordinator who has the overall
responsibility for the
implementation of SEMS.
    
    
    
    Please describe the training or learning activities the
Environmental Officer or Coordinator attended during
year.Please provide current staffing of
other core SEMS persons in the
organization involved with SEMS
implementation.
    
    
    
    Please describe the training provided to the SEMS
persons and other team members during year.What was the budget allocated to
the SEMS and its implementation
during the year?
    
    
    
    Please provide budget details including staff costs and
training as well as any actual costs.Monitoring
    
    Yes/NoDo you receive any non-financial
reporting from industrial projects
that you finance?
    
    
    
    If yes, please describe and provide supporting
documents including any social and environmental
considerations if applicable.Do you check for ongoing
compliance of your projects with
national regulation and any other
requirements such as the
Performance Standards?
    
    
    
    If yes, please describe the process including any
social and environmental considerations if applicable.Please describe how you monitor
the client and project social and
environmental performance. Please
provide the following information:
    
    
    
    Please describe and provide supporting documents and
please provide information on the number of projects
where a field visit was conducted by staff to review
aspects including social and environmental issues.    Number of projects
n portfolio
classified as category A or B    Number providing 
annual reports    Number of projects
where a field
visit was conducted by a bank
staff to review aspects including
and social and environmental
issuesPlease provide details of any
accidents/ litigation/complaints/regulatory
notices and
fines:    Any incidents of
non-compliance
with the S&E Requirements    Covenants/conditionalities
imposed by the Bank as a result of
any non-complianceReporting
    
    Yes/NoIs there an internal process to
report on social and environmental
issues to Senior management?
    
    
    
    If yes, please explain the process, reporting format
and frequency and actions taken if any.Do you prepare any social and
environmental reports:
    
    
    
    If yes, please provide copies of these reports.    For other MLAs    Other stakeholders    S&E reporting in the Annual Report    Sustainability reports
  - 70 -




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##### 



Activities on IFC Exclusion List
 If any, please indicate the dollar percentage of loans or
investments out of your total outstanding exposure
provided to clients who are substantially involved in IFC
excluded activities.
    
    
    
    %If the percentage is not zero, please explain these
exposures and any steps having been taken to reduce such
exposure.
 Sustainable finance
  Value financed by the company
    
    
    Type of social and environmentalProject Name
    
    
    (US$ million)
    
    
    benefit5
 
 5
    
    Examples are cleaner production, energy
efficiency, renewable energy, carbon finance, management system improvement,
sustainable supply chain, corporate social responsibility etc.  - 71 -




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##### 



SCHEDULE 12
 SEMS PLAN
  Type of Action
    
    Suggested Action
    
    TimeframeEnhancing the SEMS per the Applicable Requirements
    
    The Borrower shall revise its S&E Management System to:    Incorporate the latest version of the IFC Exclusion List for screening Relevant Financing Operations; and
    
    Within 3 months of Commitment    Include screening projects against applicable IFC Performance Standards. The IFC Performance Standards are available on
http://www.ifc.org/ifcext/enviro.nsf/Content/EnvSocStandardsStaff training
    
    The Borrower shall ensure that all staff responsible for implementation of the S&E Management System is trained to be able to ensure its effective implementation.
    
    At all times
  - 72 -